-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Bzd//WMSX6SOX0cy476gHc2znsHxpp6gVyJAewp6P0hrx7/IWUwn1warFz4crvaZ ebqJ7/BhSM26ksWcltgPDQ== 0000315066-96-001592.txt : 19960515 0000315066-96-001592.hdr.sgml : 19960515 ACCESSION NUMBER: 0000315066-96-001592 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960514 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VODAFONE GROUP PUBLIC LIMITED COMPANY CENTRAL INDEX KEY: 0000839923 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 000000000 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-45853 FILM NUMBER: 96562902 BUSINESS ADDRESS: STREET 1: THE COURTYARD STREET 2: 2-4 LONDON RD NEWBURY CITY: BERKSHIRE RG13 1JL E STATE: X0 ZIP: 10168 BUSINESS PHONE: 2126875040 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FMR CORP CENTRAL INDEX KEY: 0000315066 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 161144965 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 82 DEVONSHIRE ST CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6175706339 MAIL ADDRESS: STREET 1: 82 DEVONSHIRE STREET CITY: BOSTON STATE: MA ZIP: 02109 SC 13G 1 SCHEDULE 13G -5-10-96 - VODAFONE GROUP PUBLIC LIMITED COMPANY SCHEDULE 13G Amendment No. Vodafone Group Public Limited Company American Depository Receipt Cusip # 92857T107 Filing Fee: Yes Cusip # 92857T107 Item 1: Reporting Person - FMR Corp. - (Tax ID: 04-2507163) Item 4: Commonwealth of Massachusetts Item 5: 321,640 Item 6: 28,000 Item 7: 15,495,770 Item 8: 28,000 Item 9: 15,526,770 Item 11: 14.68% Item 12: HC Cusip # 92857T107 Item 1: Reporting Person - Edward C. Johnson 3d Item 4: United States of America Item 5: 55,500 Item 6: 28,000 Item 7: 15,495,770 Item 8: 28,000 Item 9: 15,526,770 Item 11: 14.68% Item 12: IN Cusip # 92857T107 Item 1: Reporting Person - Abigail P. Johnson Item 4: United States of America Item 5: 0 Item 6: 0 Item 7: 15,495,770 Item 8: 0 Item 9: 15,526,770 Item 11: 14.68% Item 12: IN SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b) Item 1(a). Name of Issuer: Vodafone Group Public Limited Company Item 1(b). Name of Issuer's Principal Executive Offices: The Courtyard, 2-4 London Road, Newbury Berkshire RG14 1JX, England Item 2(a). Name of Person Filing: FMR Corp. Item 2(b). Address or Principal Business Office or, if None, Residence: 82 Devonshire Street, Boston, Massachusetts 02109 Item 2(c). Citizenship: Not applicable Item 2(d). Title of Class of Securities: American Depository Receipt Item 2(e). CUSIP Number: 92857T107 Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) and the person filing, FMR Corp., is a parent holding company in accordance with Section 240.13d-1(b)(ii)(G). (Note: See Item 7). Item 4. Ownership (a) Amount Beneficially Owned: 15,526,770 (b) Percent of Class: 14.68% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 321,640 (ii) shared power to vote or to direct the vote: 28,000 (iii) sole power to dispose or to direct the disposition of: 15,495,770 (iv) shared power to dispose or to direct the disposition of: 28,000 Item 5. Ownership of Five Percent or Less of a Class. Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the American Depository Receipt of Vodafone Group Public Limited Company. The interest of one person, Fidelity Advisor Growth Opportunities Portfolio, an investment company registered under the Investment Company Act of 1940, in the American Depository Receipts of Vodafone Group Public Limited Company, amounted to 7,272,900 American Depository Receipts or 6.88% of the total outstanding American Depository Receipts at April 30, 1996. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. See attached Exhibit(s) A and B. Item 8. Identification and Classification of Members of the Group. Not applicable, see attached Exhibit A. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13G in connection with FMR Corp.'s beneficial ownership of the American Depository Receipt of Vodafone Group Public Limited Company at April 30, 1996 is true, complete and correct. May 9, 1996 Date /s/Arthur S. Loring Signature Arthur S. Loring, Vice President Name/Title SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b) Pursuant to the instructions in Item 7 of Schedule 13G, Fidelity Management & Research Company ("Fidelity"), 82 Devonshire Street, Boston, Massachusetts 02109, a wholly-owned subsidiary of FMR Corp. and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, is the beneficial owner of 15,048,330 American Depository Receipts or 14.23% of the American Depository Receipts outstanding of Vodafone Group Public Limited Company ("the Company") as a result of acting as investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940. The ownership of one investment company, Fidelity Advisor Growth Opportunities Portfolio, amounted to 7,272,900 American Depository Receipts or 6.88% of the American Depository Receipts outstanding. Fidelity Advisor Growth Opportunities Portfolio has its principal business office at 82 Devonshire Street, Boston, Massachusetts 02109. Edward C. Johnson 3d, FMR Corp., through its control of Fidelity, and the funds each has sole power to dispose of the 15,048,330 American Depository Receipts owned by the Funds. Neither FMR Corp. nor Edward C. Johnson 3d, Chairman of FMR Corp., has the sole power to vote or direct the voting of the American Depository Receipts owned directly by the Fidelity Funds, which power resides with the Funds' Boards of Trustees. Fidelity carries out the voting of the American Depository Receipts under written guidelines established by the Funds' Boards of Trustees. Fidelity Management Trust Company, 82 Devonshire Street, Boston, Massachusetts 02109, a wholly-owned subsidiary of FMR Corp. and a bank as defined in Section 3(a)(6) of the Securities Exchange Act of 1934, is the beneficial owner of 391,940 American Depository Receipts or 0.37% of the American Depository Receipts outstanding of the Company as a result of its serving as investment manager of the institutional account(s). Edward C. Johnson 3d and FMR Corp., through its control of Fidelity Management Trust Company, has sole dispositive power over 391,940 American Depository Receipts and sole power to vote or to direct the voting of 266,140 American Depository Receipts, and no power to vote or to direct the voting of 125,800 American Depository Receipts owned by the institutional account(s) as reported above. Members of the Edward C. Johnson 3d family and trusts for their benefit are the predominant owners of Class B shares of common stock of FMR Corp., representing approximately 49% of the voting power of FMR Corp. Mr. Johnson 3d owns 12.0% and Abigail Johnson owns 24.5% of the aggregate outstanding voting stock of FMR Corp. Mr. Johnson 3d is Chairman of FMR Corp. and Abigail P. Johnson is a Director of FMR Corp. The Johnson family group and all other Class B shareholders have entered into a shareholders' voting agreement under which all Class B shares will be voted in accordance with the majority vote of Class B shares. Accordingly, through their ownership of voting common stock and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR Corp. The number of shares of American Depository Receipts of the Company reported herewith includes 86,500 American Depository Receipts or 0.08% of American Depository Receipts owned directly by Edward C. Johnson 3d or in trusts for the benefit of Edward C. Johnson 3d or an Edward C. Johnson 3d family member for which Edward C. Johnson 3d serves as trustee Edward C. Johnson 3d has sole voting and dispositive power over 55,500 American Depository Receipts, shared voting and dispositive power over 28,000 American Depository Receipt, and no voting or dispositive power over 3,000 American Depository Receipts. SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b) RULE 13d-1(f)(1) AGREEMENT The undersigned persons, on May 9, 1996, agree and consent to the joint filing on their behalf of this Schedule 13G in connection with their beneficial ownership of the American Depository Receipts of Vodafone Group Public Limited Company at April 30, 1996. FMR Corp. By /s/Arthur S. Loring Arthur S. Loring Vice President - Legal Edward C. Johnson 3d By /s/Arthur S. Loring Arthur S. Loring Under Power of Attorney dated 5/17/89 On File with Schedule 13G for Airborne Freight Corp. 9/10/91 Abigail P. Johnson By /s/Arthur S. Loring Arthur S. Loring Under Power of Attorney dated 1/5/96 On File with Schedule 13G for Acclaim Entertainment Inc. 1/10/96 Fidelity Management & Research Company By /s/Arthur S. Loring Arthur S. Loring Sr. V.P. and General Counsel Fidelity Advisor Growth Opportunities Portfolio By /s/Arthur S. Loring Arthur S. Loring Secretary -----END PRIVACY-ENHANCED MESSAGE-----